The film opens outside of Las Vegas, in the scorching Nevada desert, where we see two CGI effect scorpions going at it (fighting, not screwing) amidst the sound of industrial music. One of them kills the other, but the victor is then crushed under the tire of a red Cadillac, driven by Michael (Kurt Russell).

Michael stops at the Last Resort Hotel and Cafe, where he gets a room. As he's going back to his car, a little kid named Jesse (David Kaye) takes one of the bolts off of Michael's car. Michael chases him, but Jesse kicks him in the shin. Jesse then runs into the arms of his young mother Cybil (Courtney Cox), who makes Jesse give back the bolt. Michael is immediately taken by her, and asks her to breakfast. There's an instant attraction between them, and Cybil even lures him into bed, where they have rough sex. During this romp, Jesse sneaks in and steals Michael's wallet.

Later, a car with four men pull up. All of them look like Elvis, and they all seem a little evil. They are Murphy (Kevin Costner), Hanson (Christian Slater), Gus (David Arquette), and Franklin (Bokeem Woodbine). Murphy collects Michael, and the five of them venture out to an airplane hangar, where they meet yet another con, Jack (Howie Long), who happens to also be a helicopter pilot. Inside the hangar are five suit and guitar cases. Each man picks the one they like, and Jack gives them information about the "plan."

After that, Michael journeys back to the Last Resort, where he knocks on Cybil's door, and informs her that his wallet is missing. Cybil immediately confronts Jesse, who ducks into his bedroom and locks the door. Cybil, however, knows where Jesse keeps his things. She reaches into a crawlspace in the ceiling and finds Michael's wallet, and gives it back to him. He is about to leave, but Cybil yet again lures him back into bed. This time, when Jesse tries to get Michael's wallet, Michael throws a boot at him.

The next day, Michael leaves Cybil, and drives back to Las Vegas. He is in a hotel room, and dresses up in his best Elvis suit. He then joins the other four men, who are all dressed up as Elvis. You see, it's International Elvis Week in Las Vegas, so almost everyone there is dressed as The King. Michael and Murphy's plan is to rob the Riviera casino in broad daylight, dressed as Elvis, so no one can identify them.

As the five are walking towards the back where the money is, someone recognizes Murphy, and tries to talk to him, but Murphy knocks him to the ground, breaking his nose. As they get closer to the back, Michael breaks off, and gets into an elevator, where he rewires the system. Murphy and Co. bust into the room, with machine guns, and grab the money. The security cameras watch all of this, and the hotel security and Vegas PD are notified.

As the four men are making their way in the casino, hotel security, with guns close by, are following them. The plan is not to walk out into the streets, but rather get to the roof, and be picked up by Jack via helicopter. Murphy and gang are almost at the elevators, where Michael is waiting, but Murphy sets things off when he blows away a security guard. A huge gunfight ensues, with the security being mostly cut down to size. Michael opens the elevator door, and sees a security guy with his back to him. Michael is about to shoot him, but knocks him out instead (he's actually the nice guy of the gang). All five men get into the elevator, but a Vegas PD officer starts shooting into the elevator, hitting Franklin severely. Murphy sticks out his gun, and shoots the officer in the head.

The gang makes it to the roof, but Jack isn't there yet. They keep having a shootout with the cops and security on the roof, until Jack arrives, and picks them up. Murphy tries to save Franklin, but Franklin finally dies from his wounds. Murphy then tosses Franklin's dead body out of the helicopter.

The remaining four now go back to Michael's hotel, where Jesse is hiding and watching everything. Hanson counts the money, which comes out to $3.2 million. The four split up the money, leaving a percent for Jack, who is not there. Hanson also decides to split up Franklin's pile, but Murphy refuses. He says that no one gets Franklin's pile. Hanson gets angry at this and draws a gun on Murphy, but Murphy shoots Hanson in the leg first, sending him back. Murphy shoots Hanson again, this time in the chest, killing him. Gus, Michael, and Murphy now have to dispose of the body, so Murphy hides the money in the crawlspace, and the three drive out to the middle of the desert to bury Hanson.

While there, Murphy shoots Gus and Michael as well. Murphy is driving back, in Michael's car, when some coyote wander out into the road, causing Murphy to hit one and swerve off the road into a ditch, where he is knocked unconscious. The news spreads about the robbery, making headlines, and sparking the interest of two comical federal marshals, Quigley (Thomas Haden Church) and Damitry (Kevin Pollak). They learn that Murphy is the mastermind, thanks to the man that Murphy knocked out in the casino. They also learn that Murphy thinks he's the bastard son of Elvis. You see, when Elvis died, he left his estate to Lisa Marie and any illegitimate children he might have had Over 75 men claimed to be the bastard son, until DNA tests proved them wrong. Only two were inconclusive, one of them being Murphy.

Michael, left for dead suddenly awakes, and hitchhikes back to his hotel room. There, he takes off his bulletproof vest, with two slugs sticking in them. He reaches into the crawlspace to get the money, but it's missing. Michael, now furious, storms into Cybil's place and grabs Jesse. Cybil threatens to call the police, but Michael suddenly finds the money, causing Cybil to hang up. Michael decides to pay Cybil off with $100,000 for silence, but Cybil wants to go with him. They argue, until Michael pulls out a gun. Suddenly, there's a knock at the door. It's the police, responding to Cybil's emergency call. Michael sits on the couch with Jesse, playing the role of father. In front of the police, Cybil makes Michael take her and Jesse with him. They leave the hotel.

The next morning, Murphy wakes up and drives back to the hotel, but does not find the money. Meanwhile, Michael is driving with Cybil and Jesse in tow. Michael explains to her that the money is marked, but Murphy worked out a deal with a real estate man in Idaho named J. Peterson, who would exchange the money with them for 70 cents to the dollar, so that's their destination.

However, Murphy is in hot pursuit. Along the way, he kills almost everyone he meets. First, he goes to a gas station, where he kills the attendant, but acquires a young, promiscuous girl, who takes with him. She has sex with him, until he hands her over to the leader of a biker gang. Next, he gets into a showdown with a highway patrol cop, who Murphy kills, but is grazed by the cop's stray bullet.

Meanwhile, Michael, Cybil and Jesse are eating at a restaurant, but Cybil cleverly sneaks away, and steals Michael's wallet and car. Michael chases Cybil, but she gets away. So now, Michael is stuck with Jesse, with no car or money. Jesse, however, is a clever thief, and steals money through pickpocketing and even steals a Dodge Ram for Michael. They are all headed to Idaho.

Cybil calls J. Peterson (Jon Lovitz) and says the password: "Cleanliness is next to godliness." Peterson decides to wait for her, but Murphy suddenly appears, saying the same thing. Peterson explains that Cybil called first, so he must wait for her. Murphy gets very angry, and starts bullying Peterson around. Finally, Cybil arrives, and finds only Murphy, who she assumes is Peterson. Then, Michael and Jesse arrive, and find the place empty, except for Peterson's dead body in the bathroom, next to a dead woman. Jesse starts to cry, thinking it's his mother, but it's really Peterson's young, attractive secretary.

Finally, Michael figures out how to catch Murphy. Murphy is driving Michael's car, so Michael calls the cops and reports his car stolen. Murphy is then arrested. However, Michael is also arrested when it is learned that the Dodge Ram he is driving is stolen as well. Murphy and Michael are put in neighboring jail cells, where Murphy explains how he thought Michael was dead, and asks who the girl was. Michael asks where the girl is, but Murphy is very obscure about his answer. Suddenly, Michael makes bail, thanks to Jesse, who hired a lawyer, under the agreement that Jesse make him his partner. Michael is set free, however, with his one phone call, Murphy calls Jack and arranges to get out as well.

Michael and Jesse get to Michael's car, and opens the trunk, and finds Cybil, tied up but still alive. He takes her and Jesse to a hotel, and then sends them off. Cybil tries to convince him to take them too, but Michael has his mind made up. He's going to buy a boat and live the rest of his life there. Cybil and Jesse get into a cab, but not before Jesse hugs Michael.

Murphy is now out, and is hitchhiking. He is picked up by a college football superfan, with team attire and face-paint. When they come to a roadblock, Murphy kills the fan, and puts on his clothes. He pretends to be a superfan in front of the cops, and they let him go. Murphy pushes on, but sees Cybil and Jesse pass by in a car. He runs them off the road, and grabs Jesse, to hold as collateral so that Cybil will go get Michael and, more importantly, the money.

Cybil finally finds Michael on his boat. She pleads her case, but Michael acts like he doesn't care, until Cybil breaks down. Michael, finding that he can't pretend anymore, decides to go find Jesse.

Murphy has met back up with Jack, who has enlisted the help of a one-man army by the name of Hamilton (Ice-T). Michael appears with the money, and puts a gun to Jack's head, and offers to exchange for Jesse. Murphy and Michael swap, but it is revealed that the money is actually newspaper.

Suddenly, a huge SWAT team, led by Quigley and Damitry, surround the place. Murphy puts his hands up, but suddenly grabs a shotgun, and shoots Michael, who falls off of a railing. Another huge gunfight ensues, with Jack and Murphy shooting their fair amount of cops.

When some cops are about to shoot Murphy, Jack jumps in the way and is shot. Murphy says that was stupid, but Jack dies. Murphy is then closed into a room. The SWAT is surrounding him, but Hamilton jumps out of nowhere and swings across the room, shooting many a cops. Quigley, however, shoots Hamilton.

Murphy is now alone in the room, and the marshals realize that he's not giving up. Murphy starts firing at them, and gets off a couple of good shots, but Murphy is finally put down, after about fifty bullets tear into him.

Michael is rushed by ambulance to the nearest hospital. However, the ambulance is stolen by Cybil and Jesse. Michael, once again, wore a bulletproof vest, and is only injured in the shoulder by some buckshot.